Choice Hotels International (CHH) Proxy filing summary

Executive summary

• Delivered strong 2025 performance with record international expansion, 13% international room growth, and robust franchise agreement growth of 22% year-over-year.

• Achieved $1.6B in record revenues, $189M returned to shareholders via dividends and repurchases, and maintained $571M in available liquidity.

• Expanded global development pipeline, with 97% of pipeline rooms in higher-revenue brands and a loyalty program surpassing 74 million members.

• Major technology investments and AI-driven platforms are expected to enhance value for stakeholders in 2026 and beyond.

Voting matters and shareholder proposals

• Shareholders to vote on: election of eleven directors, advisory approval of executive compensation, amendment to increase board size range, and ratification of Ernst & Young LLP as auditor.

• Board recommends voting FOR all proposals.

• Shareholder engagement included outreach to over 90% of outstanding shares, with 95% support for say-on-pay in 2025.

Board of directors and corporate governance

• Board consists of eleven directors, majority independent, with a mix of tenures and diverse backgrounds.

• Separate Chairman and CEO roles, with a lead independent director overseeing executive sessions.

• Committees include Audit, Human Capital and Compensation, Corporate Governance and Nominating, and Diversity, all with independent members.

• Annual board and committee assessments, director training, and robust stock ownership requirements.